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Look Of Love Disc 2
Links for "The Look Of Love" Box Set

Let The Music Play:

75 Magic Moments

Disc 2:

Walk On By - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #1274 (4/64) * Pop #6

"Walk On By" has the ability to stop you dead in your tracks. Maybe it's the fl¸gelhorn. Or those pounding doubled-piano breaks. Or maybe it's the echoed background singers, with their desperate little joke ("Don't. Stop. Don't. Stop.") Or the strings that at one instant swell up like a sea of tears, the next moment slink away.

You could argue that "Walk On By" is the ultimate Bacharach song. But Scepter's Florence Greenberg thought differently at the time; she thought it should be relegated to the flip side of a different Dionne song (the very fine "Any Old Time Of The Day"). But famed deejay Murray the K disagreed and played both sides for his listeners, putting the question to a vote.

And guess which song won.

"It's a part of my life that is . . . still growing, you know?" Dionne says. "From the very first day I recorded 'Walk On By,' whatever meaning it had in my life, it's grown with me and has taken on different connotations for different reasons. And it's still a great song."

(There's) Always Something There To Remind Me
- Lou Johnson
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharac
Big Hill single #552 (7/64) * Pop #49

Lou Johnson's next single, "(There's) Always Something There To Remind Me," sounds like sped-up Drifters, with a happy urban surface covering up that essential Bacharach/David lonely heart. It builds effortlessly from a conversational opening to a breathless climax, with an insistent bugle-call riff making it impossible for the haunted narrator to forget the places and moments of a finished love affair. Then it all wraps up in a shoo-wop-bluesy gospel coda, as Lou grooves along with the Gospelaires. It's a great song, with a great pulse, yet it's best known in the States as a Naked Eyes new wave/electro-pop cover from 1983. Sadly, Lou's original recording only crept up to #49 on the U.S. pop chart (proving to be his highest-ever charting hit).

Maybe it was just a matter of bad timing; after all, in post-Beatles America, very few "uptown soul" singers ever saw the charts again.

He was sensibly shipped over to England, where American music (ironically) was more revered, and where the increasingly famous Burt himself introduced Lou to British Top Of The Pops TV viewers. And yet his record got swept aside as Sandie Shaw's note-for-note cover conquered the U.K. airwaves.

"I really rooted for him," said Burt of Lou, in a recent interview in Billboard. "Those early records we made showed the way for everybody, and it should have happened for him."

Me Japanese Boy I Love You
- Bobby Goldsboro
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Jack Gold
United Artists single #742 (6/64) * Pop #74

In 1964 Bobby Goldsboro's pop career was just getting started. "Me Japanese Boy I Love You" -- a song released a couple of months before the 1964 Tokyo Olympics -- was a natural for the singer.

"Burt Bacharach and Hal David brought that to Jack Gold, and then Burt Bacharach played it for me," Bobby said in the liner notes for his EMI Best-Of CD. "He was telling me about how he would do all those Japanese sounds and all. He actually produced it, even though it says Jack Gold."

OK, so maybe there's some "South Pacific"-style cultural sightseeing going on here. But listen closely and you'll discover an amazing lullaby, a precious little chamber song for strings, vibes, and 12-string guitar. It's got none of Dionne and Lou's melodrama, yet it fairly swoons with sweet, melodic warmth. Bacharach & David would never lose their touch for crafting tuneful pop, safe for smiling, old-school pop stars -- for nice guys like Bobby Goldsboro.

But "Me Japanese Boy," Tokyo Olympics or no, was not a hit. "I thought it was a great song," Bobby said. "The record came out when the big British boom was in full blast over here. I think being such a slow, soft ballad kind of got it lost in the shuffle. They were playing all the rockin' English stuff by then."

But the record must've made some impression in Japan. Tokyo's popsters Pizzicato Five, Bacharach fans extraordinaire, reclaimed the song for themselves in 1995.

To Wait For Love - Tony Orlando
(Burt Bacharach/Hal David)
Arranged & Conducted by Garry Sherman
Produced by Bob Morgan
Epic single #9715 (9/64)

Tony Orlando is best known for such '70s hits with Dawn as "Knock Three Times" and "Tie A Yellow Ribbon Round The Ole Oak Tree." Yet the Hell's Kitchen, Manhattan born-and-bred singer had been a moderately successful Brill Building teen-idol a decade earlier with two Top 40 hits ("Halfway To Paradise" and "Bless You") for Epic Records in 1961.

But a couple of years later, "my record career was waning big time," Tony remembers. "Most of the American acts weren't getting any hits. But the one writer who was transcending the British invasion was Burt."

Bob Morgan, the staff producer at Epic responsible for Bobby Vinton's "Blue On Blue," brought Tony into a New York studio to record another accordions-and-innocence Bacharach/David tune -- the tender valentine "To Wait For Love." "It was so Burt, melodically!" enthuses Tony. "It had all those changes that make you say, 'Oh, that's Burt Bacharach.' Those strange chords . . . that's what makes him so identifiable.

‘I went in with Bob, but Burt came over and kind of applied his production savvy, and so did Hal David. They were very much a part of producing that record, with Bob Morgan in the studio at Columbia Records. I was in awe of being in the studio with Burt and Hal. I was such a big admirer of theirs.

"There's a little thing I do at the end of that song, 'Fall in love today-yay-yay' . . . that was all Burt.14 Burt would sit at the piano, and he'd say, 'No, man, no no. I want you to say, "Yay-yay!,"'" Tony laughs. "You'd never think that this classically trained, brilliant musician would worry about this little 'yay-yay.' I mean, he really pushed on that. Every time I hear the record, I think of Burt doing it."

Though "To Wait For Love" was not a hit for Orlando, Burt Bacharach didn't give up on it; he recorded it again with Herb Alpert as his 1968 follow-up to "This Guy's In Love With You." But the song stiffed . . . again. Tony remembers Hal David later telling him that "we made a mistake. It's a woman's lyric. I don't think a male can have a hit with it."

Kentucky Bluebird (Send A Message To Martha) - Lou Johnson
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach
Big Hill single #553 (10/64) * Pop #104

Meanwhile, Lou Johnson's string of great records -- and bad luck -- continued. His new single, "Kentucky Bluebird (Send A Message To Martha)," was actually a song from Bacharach & David's back catalogue. Both Jerry Butler and Marlene Dietrich (!) had recorded the tune a few years earlier. Yet Lou's 1964 version is arguably the definitive, Bacharach-approved one, with Burt at the helm, attempting yet again to pull a hit out of the hat for Lou. Once again, the record stiffed – this time not even making it to the Hot 100. And, once again, a Brit vocalist (teen idol Adam Faith) quickly covered Lou's record, garnering a huge U.K. hit.

What went wrong? It's a beautiful, swaying record, featuring some of Hal's best lyrics ("Spread your wings to New Orleans/Kentucky Bluebird . . ."15) Dionne herself deftly rerecorded the song a couple of years later, placing her lead vocal on top of a Parisian backing track recorded for French singer Sacha Distel. The arrangement? Copied from Lou's record. Against Burt and Hal's wishes (they were certain it was a man's song), Scepter released Dionne's record -- and it became a number #8 hit in 1966 (her version with the title altered to "Message To Michael"), her biggest in two years.

Again, Dionne had the hit Lou just couldn't get. "It was obvious that we had subconsciously written the song for her, even though we thought we were writing it for a man to sing," Hal wrote later in What The World Needs Now And Other Love Lyrics.

"I don't know why it was that Lou never had a hit with any of these incredible songs," Dionne now says. "It just didn't work. The Bacharach/David combination just didn't work for him."

Land Of Make Believe - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
From the album Make Way For Dionne Warwick, Scepter #523 (8/64) * LPs #68

"Land Of Make Believe" is a song originally recorded by The Drifters. But the version included here was recorded by Dionne in 1964, at the same session as "Walk On By." "It's a personal favorite of mine," Burt said in the liner notes for Rhino's Hidden Gems. Dionne agrees: "I love that song. It is a very pretty song."

Even more than pretty, "Land Of Make Believe" is a subtle gem. It starts off with a bowed bass and an unusual set of whirling, rotating notes, hazily setting up Dionne's entrance. It's the pop equivalent of an erotic dream, immortal if just for the way Dionne breathes the words "I need you so much."16 She conveys more desire in her low, sexy moan in that song than today's heavy-breathing divas do in entire albums.

Bacharach was by this time setting new, breathtaking standards with his Dionne Warwick records. It sounds like he was almost daring the pop world to compete with songs as gorgeous and precious as "Land Of Make Believe." The song was considered for release as an A-side, although it now seems doubtful the subtle tune would've ever been heard above the fray. "You know, we never thought about that," Dionne says now. "Because we didn't alter any of the ways that we recorded, or the musical approach. What he wrote is what we recorded."

The Last One To Be Loved - Lou Johnson
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach
Big Hill single #553 (10/64)

Lou Johnson's "The Last One To Be Loved" is one of the most obscure Bacharach tunes you'll ever find. It was the flip side of Lou's non-hit version of "Message To Martha," and now it's a sort of shared secret, a holy grail for Bacharach worshipers.

It's a song so dark, so willful in its complexity, it seems to beg for its own obscurity. The melody is as tortured as the narrator seems to feel. The chorus features the sound of two out-of-sync pianos slamming out choked chords, with each chord bashing out the misery of the singer's life. It's pure drama, with drop-dead timing.

Lou seems at home with this most wonderfully tortured Bacharach melody. "A difficult song, but a beautiful song," Lou remembers.

"Burt writes very intricate music and you have to be able to understand what the progressions are and where the line of the tune is through those progressions. If not, you'll get lost. I seemed to have no trouble doing his material. I understand him, I hear him."

Lou didn't get another chance to work in the studio with Burt. He released a few more singles on Big Hill, later worked with producer Allen Toussaint, and put out an album on Cotillion Records in the late '60s; nowadays, he plays piano professionally in the Los Angeles area and performs with The Ink Spots.

But there is good news for Lou Johnson fans: Dionne Warwick is planning a duet with him for an upcoming album. "He's singing better than ever, probably one of the greatest voices," Dionne says. "A sweetheart of a guy and an incredible musician. I mean, there's nobody in the world that plays the organ or the piano like that."

The appearance of these four songs here marks the first time Lou's work has been available commercially since the original singles were released.

Fool Killer - Gene Pitney
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Aaron Schroeder & Wally Gold
From the album Gene Pitney's Big Sixteen/Volume Two, Musicor #3043 (1965)

"'Fool Killer' is probably my favorite Bacharach & David song," says Gene Pitney today. "Tragic how it got screwed up because of Aaron Schroeder's maneuvering."

"Fool Killer" is certainly one of the most oblique and oddly beautiful tunes you'll find in Burt and Hal's catalogue. It was written for a movie about a 12-year-old boy who escapes from a foster home in the late 1800s; on the run, the boy hears the story of a mythical Fool Killer, an 8-foot-tall ax murderer.

It's an offbeat film, and Gene Pitney's recording of the theme would've been perfect for the opening credits . . . if it had ever made it on there. "Something went terribly wrong with 'Fool Killer,'" remembers Gene, who at the time was still under the supervision of the powerful and blustering Schroeder. "I think it was proposed to Burt and Hal that the song was a done deal for the film, and the film people were told it was a done deal with Burt and Hal . . . or something like that."

"Fool Killer" got finished, but it has languished in obscurity as an LP cut -- until now. A wooden flute and tremoloed guitar serve as a languid backdrop for Gene's yearning vocal; the chords pull and tug mysteriously. It's got a wonderfully warm, parental Hal lyric, and a most odd and ambitious Burt melody.

"The relationship between Bacharach and David and Schroeder soured," says Gene. "Because I was signed to Schroeder this put a wedge between us, and things were never the same." This would prove to be rather unfortunate for the singer, as the songwriting duo had a couple of tunes ("What The World Needs Now Is Love," "Trains And Boats And Planes") written with Gene in mind.

He would never get a chance to sing them.

Don't Go Breaking My Heart - Burt Bacharach
(Burt Bacharach/Hal David)
Orchestra & Chorus Directed by Burt Bacharach
Produced & Arranged by Burt Bacharach
Kapp single #657 (5/65)
Also appeared on the album Hit Maker!, Kapp #3428 (5/65)

Burt would spend the next couple of years principally in Europe, with new wife Angie Dickinson by his side, where he was revered as a songwriting superstar. And Kapp Records gave Burt a solo recording contract -- quite an unusual thing for a guy with almost no singing voice to speak of. But what other Brill Building songwriter looked nearly as cool?

He recorded his first solo album mainly in London; it consists of instrumental versions of his pop hits and the occasional vocal -- often sung by a glamorous sounding three-girl vocal team.

"Don't Go Breaking My Heart" sounds like the girls were recorded lounging in beach chairs, while the bartender lazily shakes a cocktail somewhere off in the distance. The words speak of mistakes and a departing lover, yet the girls sound like they couldn't care less. The chord sequence is irresistible; it's one of the fizziest, Brazilian-sounding concoctions Bacharach ever recorded.

"The biggest influence in pop music for me could have been the Brazilian people," says Burt. "They were wonderful. When I was conducting for Dietrich years and years ago, I was listening to people like Jobim and Milton Nascimento. I always loved hearing Brazilian music."

What The World Needs Now Is Love - Jackie DeShannon
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Imperial single #66110 (4/65) * Pop #7, R&B #40

Jackie DeShannon had been part of the L.A. pop music scene since the late '50s as a rockabilly singer and songwriter of such folk rock classics as the jangly "Needles And Pins" and "When You Walk In The Room," both later covered by The Searchers.

She was extremely talented, but -- as a Liberty Records pop performer in her own right -- had found little chart success.

Back in New York City, Burt and Hal pulled a song out of the drawer for Dionne Warwick that they hoped she would record -- "What The World Needs Now Is Love."

"I loved that song," says Hal. "It took me forever to write it. I don't think I ever spent as much time on any song as that one. The chorus, lyrically, was clear to me, but it took me a couple of years to find out what those verses should say. 'Lord, we don't need another mountain'17 -- it took me forever to come up with that line. Once I got that line, I knew pretty much where I was going."

"Dionne didn't like 'What The World Needs Now,'" says Burt. "She passed on it." Dionne remembers: "They wrote that song originally for Gene Pitney. Never got to him. And when I heard it in its original form, it was a cowboy song. And I told them, it's not my thing."

Meanwhile, L.A.-based Liberty Records had cut a deal with Burt and Hal to record Jackie DeShannon. In an office in the RKO Building, the pair pulled "What The World Needs Now Is Love" out of the drawer once again for DeShannon. This time, it worked. "Jackie said, 'That's the one I want to do,'" Hal told Discoveries magazine. "Jackie was the catalyst -- she was really excited about doing that song."

"One of the most exciting live dates I can remember doing was 'What The World Needs Now Is Love' with Jackie," Burt said in the liner notes to DeShannon's The Definitive Collection. "She's just got this wonderful sound."

"And as it turned out," harrumphs Dionne, "they went in with Jackie to do it and they used the Warwick Formula." That they did. The song features Dionne's backup singers, the usual crew of Burt musicians, and the big sound of Bell's Studio A. Starting up with that melancholy little euphonium riff, it didn't sound like a cowboy song anymore; somehow, it had become a sweeping, generous record, with the live Bacharach feel at its most exciting, and with a wonderfully spare set of humanistic Hal David images -- perhaps some of his finest.

Trains And Boats And Planes - Burt Bacharach
(Burt Bacharach/Hal David)
Orchestra & Chorus Directed by Burt Bacharach
Produced & Arranged by Burt Bacharach
Kapp single #657 (5/65)
Also appeared on the album Hit Maker!, Kapp #3428 (5/65)

"Hit Maker!, the first album I did on Kapp, sold maybe 5,000 copies in the States, but it was Top 10 in England," Burt told the Los Angeles Times in 1998. "Trains And Boats And Planes," the single released from the the LP, is the closest Bacharach ever came to folk rock, which certainly was the sound of 1965. It was simultaneously recorded by Billy J. Kramer and by Burt himself; the singles battled it out on the U.K. charts, with Burt's song eventually the winner.

The song has a cool, distorted-sounding electric piano at its heart, although that may have not been intentional -- Burt initially found the English studios sub par for his recordings and began to fly out recording engineer Phil Ramone to supervise sessions.

The three-girl chorus sounds appropriately distant and eerily detached.

"Trains And Boats And Planes" is better known in the U.S. as a Dionne Warwick song. Recorded a year later, it became a substantial hit -- even though Burt had to be talked into recording it with her, as he thought the song was "too country." Once again, Dionne had the biggest success with a Bacharach & David song.

If you're familiar with Dionne's version of the song, you'll notice that the middle section's lyrics ("You are from another part of the world"18) are missing. "No, that was always a part of the song," Dionne smiles. "A lot of people couldn't sing it. When you want a Bacharach/David song recorded, you've got to come to the source."

What's New Pussycat? - Tom Jones
(Burt Bacharach/Hal David)
Produced by Peter Sullivan
Parrot single #9765 (6/65) * Pop #3
Also appeared on the original motion picture soundtrack album What's New Pussycat?, United Artists #5128 (7/65) * LPs #14

The movie What's New Pussycat? was a frantic, sex-starved comedy, written by up-and-coming New York comedian Woody Allen -- who debuted his nebbishy character before the world in the film. It's a fun, if quaint period piece, and it was the first time Burt had been asked to score an entire movie.

Hal David sets the scene: "They were having a difficult time getting the right songs for that film. Charlie Feldman, who was producing that movie, came upon Burt and me in London.

"He thought we might be able to come up with the material he needed. And the first job we had was to write the title song.

"One day I went over to Burt's place, and he had this wonderful melody, a jazz waltz, 'What's New Pussycat?' We started to write it on Easter Sunday morning. He played it for me, and I wrote the lines, and suddenly we had a song. We played it for Charlie Feldman, who loved it, and that was the beginning of that song."

"What's New Pussycat?," an amazing bit of bubblegum jazz/pop, was fortuitously assigned to leather-trouser-clad Welsh singer Tom Jones -- who had just sent the world into a hip-swiveling frenzy with "It's Not Unusual." He pulls off a gleeful, perfect, winking lead vocal. The accordion adds just the right bit of Continental naughtiness, as a tack piano pops in tight right after the choruses.

It's almost impossible to take "What's New Pussycat?" too seriously . . . but try to listen to the song with fresh ears, if you can: you may discover a startlingly well-made pop classic.

My Little Red Book - Manfred Mann
(Burt Bacharach/Hal David)
From the original motion picture soundtrack album What's New Pussycat?, United Artists #5128 (7/65) * LPs #14

Burt's move to London coincided with a brief embrace with rock 'n' roll -- at least, that is, with rock 'n' roll as it was made in mid-'60s swinging London.

"My Little Red Book," from the What's New Pussycat? soundtrack, was performed by the jazziest of Britain's pop groups, Manfred Mann, and features a stupendous lead vocal by Paul Jones.

The recording session didn't go very smoothly; apparently pianist Manfred Mann thought the rhythm of the piano chords too strident. Burt, never one to settle for less than the exact sound he heard in his head, then decided to play the piano himself.The eventual take features both Burt and Manfred pounding away at the keys, as the band nervously shimmies just the way the composer wanted them to.

In Los Angeles, Bacharach fan Arthur Lee, the leader of the band Love, watched the movie and became entranced with "My Little Red Book." He recorded the song immediately, simplifying the chord structure in the process, and it was released as Love's first single on Elektra. Today Arthur's primitive version is better remembered than Mannfred Mann's; he had discovered a garage-punk heart residing beneath Bacharach's glossy surface.

Not surprisingly, Burt couldn't stand Love's version: they didn't get the chords right.

Here I Am - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12104 (6/65) * Pop #65
Also appeared on the original motion picture soundtrack album What's New Pussycat?, United Artists #5128 (7/65) * LPs #14

Dionne's starry-eyed contribution to the What's New Pussycat? soundtrack is one of the sexiest songs its composer has ever written: "Here I Am." (If a song could ever sound like it was performed in a bubble bath, it's this one.) The horns and violins swim languidly in and out of consciousness as Burt's piano makes impossibly perfect, lazy, circular comments. The song floats to earth surreally -- sorta like the way parachutist Ursula Andress (!) does into Peter O'Toole's car in What's New Pussycat?

The drums drop out completely for a bombastic bridge, the one moment the song loses its cool: "I can't lose you now that I've found you!" When the world calms down again, an unusually submissive Dionne purrs: "All of my life I'll be what you want me to be."19 Deamy stuff.

A Lifetime Of Loneliness - Jackie DeShannon
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Imperial single #66132 (9/65) * Pop #66

Jackie DeShannon flew back to Los Angeles in early 1965, convinced her first Bacharach/David recording session was over. It had been a difficult one, in which "What The World Needs Now Is Love" and its proposed flip side, "A Lifetime Of Loneliness" (a song Burt originally recorded with TV star Steve Alaimo in 1963), were recorded one long, tumultuous night at New York's Bell Sound.

Unfortunately for Jackie, the session wasn't over. "Burt wanted an overdub on some tune," remembers recording engineer Eddie Smith. "So she flew back to New York and got off the plane with a short-sleeve dress, and it's 30 degrees below, and she got the flu. And she almost died. She'd lay down on the piano bench, that poor thing."

"Jackie was almost put in the hospital right after that for strep throat," says Dionne, "because Burt kept going over and over and over the song again." Burt, as usual, was insistent on getting the music he had in his head on tape. Eddie Smith: "He would do a number over and over and over till he got the right feel of the thing."

Jackie DeShannon doesn't sound ill on "A Lifetime Of Loneliness," but she does sound crushed. She's helpless, pleading, frightened at the hand of her lover: her overdubbed voice sings "Rescue/Rescue me" in defeatist harmony, as the cellos groan the song to a halt.

By this point, Burt's pop songs were continually reaching new levels of melodic ambition -- and strangeness. "Bacharach's sound was truly his own. He never had to copy anyone," says Gene Pitney. "His use of suspended chords and different inversions of chords was a detriment to his pop success, because the public wasn't educated to that sound."

Hoping the DeShannon/Bacharach magic would strike twice, Liberty Records removed "A Lifetime Of Loneliness" as the flip side of "What The World Needs Now Is Love" and released the song a few months later as an A-side. But it didn't chart nearly as well.

Made In Paris - Trini Lopez
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
For Don Costa Productions, Inc.
Reprise single #0435 (1/66) * Pop #113

Trini Lopez was from Dallas, Texas, but had moved to Los Angeles by the early '60s -- where he was (reportedly) discovered by Frank Sinatra singing at PJ's, a popular nightspot. Trini was quickly signed to Sinatra's Reprise label, where he was teamed with producer Don Costa; he made fun, live-sounding, just-a-bit-exotic hit records -- most famously with his easy take on the folk standard "If I Had A Hammer."

"Made In Paris" was the theme song for an Ann-Margret and Louis Jourdan movie, and the kind of song (and movie) that could've only been remotely possible in the mid-'60s. Trini breathlessly tells us that "Love is made in Paris every night,"20 and that we'll all make some of that love, if we just, well, try. It's got an odd structure, bracing guitar chords, and just enough chutzpah from Mr. Lopez to make us believe in his Parisian love paradise -- if just for two minutes and 18 seconds.

Promise Her Anything - Tom Jones
(Burt Bacharach/Hal David)
Parrot single #9809 (2/66) * Pop #74

To get an idea of how Tom Jones was being marketed in 1966, note that the British album cover of his LP A-Tom-ic Jones features the singer in front of a photo of an A-bomb explosion. Now what kind of lady could refuse that kind of masculinity? Sadly, his American label, Parrot Records, thought the cover was in poor taste and didn't release it.

But that's precisely the kind of Tom Jones that sang "Promise Her Anything": atomic-powered and explosive. The song is the movie theme to yet another winking sex farce, and Tom sounds like he can hardly keep his leather trousers buttoned. Whoa!

It's surely Burt and Hal's greatest rocker, with a guitar riff to die for (perhaps Burt's take on "Day Tripper") and with a band at maximum swingin' velocity -- most likely due to the song being in 4/4, an unusually straightforward rhythm for a Bacharach song.

It's hard to think of any song that encapsulates the excitement of swingin' '60s Europe just as precisely as "Promise Her Anything" does.

Are You There (With Another Girl) - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12122 (12/65) * Pop #39, R&B #35

"Are You There (With Another Girl)" is an extremely ambitious Bacharach/David masterwork. It's a striking, vindictive, tightly wound pop symphony that doesn't waste a second, or a note. There are hooks upon hooks upon hooks, with Bacharach punctuating the song with bold sunbursts of melody like an artist splashing paint on a canvas.

The melody is difficult; Dionne navigates it beautifully. The orchestra practically lunges at the chord changes; the brass and violins combine for a luscious bed of romantic longing. The background singers sound like a far-away heavenly radio choir, singing a jingle of paranoia. It's a perfect car-radio record -- but watch your speed during the exhilarating instrumental break.

"Yeah, we had a lot of fun doing that song," Dionne remembers, "especially the 'oom pah pah pity the girl' bit. My cousin Myrna did that part. Burt wanted her to sound like a whistle. It's just one of those good songs."

Come And Get Me - Jackie DeShannon
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Imperial single #66171 (4/66) * Pop #83

The British loved those big-sounding, glamorous American records that were coming out of the New York and Detroit studios in the early '60s. They tried to reproduce them in their own British way and often succeeded in creating their own extra-echoey, Phil Spector-esque Wall of Sound, with an extra layer of fog added to the mix (cf. "Downtown," "The Sun Ain't Gonna Shine [Anymore]," etc.)

Jackie DeShannon's "Come And Get Me" is one of those strange, priceless, foggy, timpani-filled English records. The string section sounds extraordinarily sad and distant, as Jackie sings "This town/Isn't the town for you/You need to be where the skies are blue/And here the skies are gray . . ."21 The song features some of Bacharach's most challenging chord sequences; from the start, the music never comes to a comfortable resting point, seeming as uncertain and restless as its narrator.

And, untypically for a Hal David scenario, here both the narrator and the guy sung to are both essentially alone. It's as if an umbrella hangs over the entire world.

"Come And Get Me," sung so achingly by Jackie, is a terrifying plea for love and solidarity in a lonely, modern, cloudy world. A beautiful, unsettling song.

Alfie - Cilla Black
(Burt Bacharach/Hal David)
Musical Direction & Arrangement: Burt Bacharach
Produced by George Martin
Capitol single #5674 (8/66) * Pop #95

"If you press me for what my favorite song is, the one I'm most proud of, that just about is number one." That's what Burt Bacharach said about "Alfie" on the One Amazing Night telecast that aired on the TNT network during the first half of 1998.

The song was written for the Michael Caine film Alfie. "I saw the script of Alfie, I didn't see the film," says Hal David. “Burt was in Los Angeles and I was in New York. I called Burt, and I asked him if the script and the film were pretty much the same. He said 'yes,' so I felt comfortable working off the story in the script. I wrote a lot of the lyric and gave it to Burt."

Bacharach struggled with the music to accompany Hal's (exceptional) words. "That was a tough song," he told KCRW's Chris Douridas. "[It] took me three weeks to write." Once the song was done, Burt flew to England to record it at Abbey Road with Beatles producer George Martin and the Liverpool-bred, Brian Epstein-managed girl singer Cilla Black.

Cilla may have earned Dionne Warwick's eternal chagrin (due to Cilla's soundalike U.K. hit of "Anyone Who Had A Heart"), but Burt seemed to harbor few ill feelings as he took the singer through the paces of recording "Alfie." As seen in the BBC-TV documentary This Is Now, Burt himself played the piano, conducted the orchestra, and coached the singer simultaneously, pushing a weary Cilla for take after take. "I certainly wouldn't have done it for a Quasimodo," Cilla said in the documentary. "[I did it] because it was Burt, and he was gorgeous and so talented, and I enjoyed his company anyway."

George Martin, who produced the session, claims the British filmmakers turned down the song (!) for inclusion on the movie soundtrack. American prints of the movie later contained Cher's version of the song, produced in Sonny's shaggy pseudo-Wall of Sound style. Dionne recorded the song almost a year later with Burt in New York (the only version to become a sizable hit on the U.S. charts). "I didn't want to record it," she says. "I told them, 'How many versions do you need?'"

Like "A House Is Not A Home," "Alfie" is a genuine standard -- not just an orchestral pop classic, or a '60s oldie, or a bit of lovable kitsch. Due to Hal's brilliant lyric and an astonishingly sympathetic Bacharach melody, the song will certainly outlive us all.

In Between The Heartaches - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12167 (9/66)

The harp glissandos, and then the voice: "In between the heartaches/You hold me here in your arms/And say you love me."22 The sing-song chorus starts out like a nursery rhyme, until Gary Chester's drums break the reverie. It's another breathtakingly complex Bacharach melody, another heartbreaker, and again Dionne knocks it out of the ballpark. (The vocal line in the verse is so treacherous, it's hard to imagine anyone else even dreaming of attempting it.)

It may seem like "In Between The Heartaches" is yet another example of poor ol' Dionne getting dumped on. Yet both lyricist and singer find the song more positive. "In this lyric I am trying to show what goes on to make the bad times bearable, what goes on when no one else is around," wrote Hal David in What The World Needs Now. "A beautiful melody by Burt threw me into this idea. It was so touching and poignant that it just spoke the title to me."

Dionne -- who considers the tune one of her all-time faves -- is planning to rerecord it. "It's just one of those great songs that has been patiently waiting for me to pay attention to it."

Nikki - The Burt Bacharach Orchestra & Chorus
(Burt Bacharach)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach
Liberty single #55934 (12/66)

Burt experienced some terrifying moments, if not heartaches, in 1966. His daughter, Nikki, was born three months prematurely, and both she and mom, Angie, barely survived the delivery. "But they made it," Burt later told Joe McEwan, "and now that gratefulness is so strong that I will never take what I've got for granted."

Perhaps it was that "gratefulness" that inspired the happy, modern sounds on the instrumental "Nikki," a single on L.A.'s Liberty Records. (Actually, "Nikki" does have words, but it works better as an instrumental. Trust us.) The song cruises along with a relaxed fl¸gelhorn melody, until it abruptly stops -- revealing a quizzical string line, like a question mark left hanging in midair.

Burt's growing confidence in making solo instrumentals is evident, even as he realized they presented certain challenges. "There's only so much expression you're going to get out of lead instruments," he told Pulse magazine's Skip Heller, "so I would try and keep it interesting." He would later rerecord the song for his 1971 eponymous solo album.

If you vaguely remember this melody -- but aren't sure why -- this factoid may help: "Nikki" was the theme to The ABC Movie Of The Week, which began a six-year run in 1969.

So Long Johnny - Jackie DeShannon
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach & Hal David
Produced by Burt Bacharach & Hal David
Imperial single #66196 (7/66)

"So Long Johnny" is another great Bacharach/David obscurity. It was the flip side of Jackie DeShannon's last Burt & Hal-written single ("Windows And Doors"), and it sounds like it's being played by the same smart little jazz combo that plays the club the "in crowd" frequents.

With a lazy sax riff and laid-back hand claps, it's got the pseudo-live feel of those Johnny Rivers and Trini Lopez records.  Yet the song is unmistakably Jackie's. It's a tale in which the girl tells her boy that she'll love him forever, and, oh, by the bye, she's on her way to tell this other guy she'll never see him again. So all the while Jackie swears allegiance to her new beau, one gets the feeling that the new guy, Johnny, is the one getting told so long.

It's the old, untrustworthy narrator trick, and Hal David pulls it off beautifully. Meanwhile, Burt sounds like he's having the time of his life, with a quirky sax hook that sticks in your head. "So Long Johnny" swings harder (and more groovingly) than perhaps any other song he's produced. It's a delightful tune.

The Windows Of The World - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12196 (7/67) * Pop #32, R&B #27

Dionne Warwick calls "The Windows Of The World" "my favorite song that they've ever written." A strong statement, to be sure, but understandable; it's one of Burt Bacharach's most sweet and aching melodies, containing one of Hal David's most direct, political statements. "It was kind of our soft protest song," Dionne continues. "It was during the Vietnam War. There was just a lot of confusion going on in the world. And Hal David, I think, wrote probably one of the most poignant lyrics ever. It was something that had to be said. And still has to be said."

"We were right in the middle of that terrible war," David says. "I have two sons, so it was very much on my mind. My older son, Jim, was a student at Boston University and was facing the possibility of being taken into the army." The song is hushed and crystalline, with acoustic guitars sweetly weaving around each other. "The windows of the world" indeed sound "covered in rain"; the quiet production is priceless, although Burt (ever the second-guesser) later feared he had made the song too subtle.23

The Bacharach/David/Warwick team was disappointed in the song's minor showing on the pop charts. "I thought it would be bigger than it was," David admits. "I was very close to that song. I just loved it. I still love it."

Take A Broken Heart - Rick Nelson
(Burt Bacharach/Hal David)
Arranged by Peter Matz * Directed by Jimmie Haskell
Produced by Richard Lewine
Decca single #32055 (12/66)
Also appeared on the original cast album
On The Flip Side, Decca #74826 (3/67)

Some would call On The Flip Side the world's first rock opera. But is that really a distinction worth bragging about? Burt and Hal had decided they wanted to try their hands at a musical, and an unusual TV series provided them with their first opportunity. ABC Stage 67 was a one-hour weekly staging ground for one-shot specials; it ran opposite NBC's I Spy, and the ratings were none too impressive. Nevertheless, On The Flip Side made its world debut on Wednesday, December 7, 1966, when a small portion of the American public witnessed Rick Nelson playing a down-on-his-luck teen idol named Carlos O'Conner.

Several of the songs are lovely, but "Take A Broken Heart" -- a deceptively mellow waltz -- is a gem. Rick sadly sings (and whistles!) a song of defeat to his girl; the catch in his voice, along with the heart-breaking turn in the melody, makes the song a genuine undiscovered Bacharach & David classic.

On The Flip Side came and went, making nary a ripple in America's consciousness. Even Burt himself remembers little of it, telling Pulse magazine "I don't think it was very good." Burt and Hal's next attempt at a musical (Promises, Promises) would prove far more successful.

I Say A Little Prayer - Dionne Warwick
(Burt Bacharach/Hal David)
Arranged & Conducted by Burt Bacharach
Produced by Burt Bacharach & Hal David
Scepter single #12203 (10/67) * Pop #4, R&B #8

Dionne's follow-up release to "The Windows Of The World" was yet another song about the war -- although you may have never heard "I Say A Little Prayer" that way. "I approached the song from the point of view that it was written," says Dionne, "that we were sending a message to our kids in Vietnam."

"That's one of those songs where the tempo was the key to where it sat," says Phil Ramone, who engineered the recording session at A&R Studios in New York. "You'd find this magic in a song. And it happened many times with us." But Burt didn't seem to find the magic of the song's tempo and didn't want it released. "I thought I blew it. The tempo seemed too fast," he told the Los Angeles Times. Thankfully, he was overruled. The song bops along, like the bus the singer's taking -- the record sounding simultaneously casual and urgent.

No wonder we love the song so much. "I Say A Little Prayer" has become so ubiquitous, you can't be blamed for thinking it's always been there. (Or shocked that it wasn't a #1.) Aretha Franklin, with the help of Jerry Wexler and the Muscle Shoals rhythm section, recorded a brilliantly funky cover of the song a year later.

Casino Royale - Herb Alpert & The Tijuana Brass
(Burt Bacharach/Hal David)

Arranged by Burt Bacharach
Produced by Herb Alpert & Jerry Moss
A&M single #850 (3/67) * Pop #27
Also appeared on the original motion picture soundtrack album Casino Royale, Colgems #5005 (4/67) * LPs #22

Charles K. Feldman, the producer of What's New Pussycat?, thought Burt Bacharach would be the perfect guy to score his new, star-studded James Bond spoof, Casino Royale. And Bacharach thought the perfect guy to record the theme song to the new movie would be . . . Herb Alpert.

"Casino Royale" marks the first time that Burt Bacharach and Herb Alpert worked together on record -- a not insignificant fact. Herb was riding high on the charts by 1967, releasing hit album after hit album of brassy, Mexican-themed, and pleasant instrumental music, starting with 1962's The Lonely Bull. Along with his business partner, Jerry Moss, Herb had turned the independent label A&M into a gold mine, acquiring a surefire roster of easy-listening artists in the process.

Burt was an admirer of Herb's sound and decided that having Alpert add his sassy trumpet(s) to Casino Royale's theme would be the perfect touch. "I remember very well when Herb got the tape, how excited he was that Burt thought enough of him to want him to do it," says engineer Larry Levine. "You know, to have Burt recognize him and want him to do something was just out of sight."

The slyly produced "Casino Royale" promises good times and spy hijinks. Herb's doubled-trumpet, Burt's old-timey tack piano, and the energetic grooviness of it all makes the song an impossible-to-resist '60s classic.

Around the same time, Burt signed a solo recording contract with A&M Records. It was a smart move; in a singles-oriented business, Herb and Jerry Moss seemed to understand better than most the rising need for full-length albums filled with catchy, suburbia-compatible music. Starting with the release of the Reach Out LP later in the year, Burt would go on to release several very successful albums of largely instrumental remakes of his most memorable tunes.

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